Not independent
Tenure on this board
1.9 yrs
5 nominees · 4 ballot items.
Approve two reverse stock split amendments (First and Second Reverse Stock Splits), approve the Sky Quarry Inc. 2026 Omnibus Incentive Plan, and approve adjournment(s) if needed to solicit more proxies.
Approve an amendment to the Certificate of Incorporation granting the Board discretionary authority to implement a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-25, to be set by the Board and effective on or before two years after approval.
This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation authorizing the Board to effect a First Reverse Stock Split of the Company’s common stock at a ratio between 1-for-2 and 1-for-25. Management seeks this discretionary authority to give the Board flexibility to increase the per-share market price, primarily to comply with Nasdaq’s minimum bid price requirement and maintain S-3 shelf eligibility and access to capital markets. The proxy explains that the Board may implement the split within two years of approval and may choose any ratio in the stated range; approval is sought under both a Votes Cast Standard and a Majority of Outstanding Standard to provide maximum flexibility depending on listing status. Management highlights potential benefits including increased marketability, reduced volatility associated with low-priced stocks, and greater analyst and broker interest, but acknowledges there is no guarantee the split will achieve these aims and notes possible adverse effects on liquidity. The Board also emphasizes that fractional shares will be rounded up and that the board retains discretion not to implement the split even if authorized. The board unanimously recommends a vote FOR, citing the expected benefits and the company’s recent history with Nasdaq compliance and prior reverse split. Approval would permit the Board to file a certificate of amendment to the charter to effect the reverse split without further shareholder action, subject to the limitations described.
Approve an amendment to the Certificate of Incorporation granting the Board discretionary authority to implement a second reverse stock split at a ratio between 1-for-2 and 1-for-25 at its discretion on or after effectiveness of the first split and within two years of approval.
Management requests shareholder approval to amend the Certificate of Incorporation to permit the Board to effect a Second Reverse Stock Split, again at a ratio between 1-for-2 and 1-for-25, with the exact ratio and timing to be determined by the Board but only after the First Reverse Stock Split is effective. This proposal is conditioned on approval of Proposal 1. The rationale mirrors that for Proposal 1: to provide flexibility to raise the per-share price to address Nasdaq’s $1.00 minimum bid-price rule, preserve listing and S-3 eligibility, and improve marketability and access to capital. Management notes risks that the split may not achieve the intended effects and that liquidity could be negatively impacted. The Board emphasizes its discretion to not implement the split even if approved and to choose an appropriate ratio based on market conditions. Board recommends voting FOR to preserve flexibility and respond to ongoing market conditions and compliance needs.
Approve the Sky Quarry Inc. 2026 Omnibus Incentive Plan to reserve 3,000,000 shares (subject to annual increases) for equity and cash incentive awards to attract, retain and motivate employees, directors and consultants.
The proposal asks shareholders to approve the 2026 Omnibus Incentive Plan, which reserves 3,000,000 shares (with an automatic annual increase mechanism of up to 19.99% of outstanding shares each year unless adjusted by the Administrator) for issuance as options, SARs, restricted stock, RSUs, performance awards, and cash awards to employees, directors and consultants. Management argues approval is necessary because no shares remain under the existing 2020 plan and without the new plan the company could be unable to grant competitive equity incentives, jeopardizing recruitment and retention of key personnel. The plan contains typical governance features: administration by the Board or compensation committee, limits on non-employee director awards, repricing only with stockholder approval, and vesting and change-in-control provisions. The plan's design includes robust discretion for the Administrator to set performance goals and adjust awards for corporate events; it also includes tax compliance provisions (Sections 409A and 280G). Risks include dilution to shareholders, potential for large issuance due to automatic annual increases, and broad discretion that could permit significant awards to insiders. The Board unanimously recommends FOR to ensure the company can motivate and retain personnel and comply with reporting and tax rules.
Approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies to obtain sufficient votes to approve Proposals 1-3.
This routine management proposal asks shareholders to authorize adjournment(s) of the Special Meeting to a later date or dates if there are insufficient votes to approve the primary proposals (1-3). The power ensures the company can continue solicitation to achieve quorum or requisite approvals without requiring reconvening of a new meeting; it is procedural and seeks flexibility for vote-gathering. The Board recommends FOR to enable effective proxy solicitation and avoid disruption if votes are insufficient at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 0.53% | 46,983 | $172K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.37% | 32,729 | $120K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.32% | 28,350 | $104K |
| 4 | STATE STREET CORP | 0.13% | 11,200 | $41K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.13% | 11,183 | $41K |
| 6 | StoneX Group Inc. | 0.12% | 10,516 | $33K |
| 7 | BANK OF MONTREAL /CAN/ | 0.11% | 10,000 | $37K |
| 8 | Financial Management Professionals, Inc. | 0.10% | 8,900 | $33K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.05% | 4,242 | $16K |
| 10 | UBS Group AG | 0.04% | 3,196 | $12K |
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